TERMS OF SERVICE

These Terms of Service (“Terms of Service”), constitute a binding agreement (the "Agreement") between LTV.AI (operator of Clone My CEO) and Customer.

CUSTOMER DATA AND RESPONSIBILITIES

LTV.AI will use the provided customer data, including but not limited to: email, name, zip code, products purchased, and potentially other data as agreed between the Customer and LTV.AI, solely for the benefit of the Customer.

Customer Data, and all worldwide Intellectual Property Rights therein, is, as between LTV.AI and Customer, the exclusive property of Customer. Customer grants LTV.AI a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid license to process and use the Customer Data as necessary for purposes of providing the Services and as otherwise permitted in this Agreement. Customer warrants that Customer is the owner or legal custodian of, or otherwise has the right and has or will obtain the necessary permissions, valid consents and releases to lawfully transmit, store and use all Customer Data in connection with the Services and to grant the rights granted to LTV.AI under this Agreement.

At any time, the Customer may request access to the customer data, request corrections to the data, or request the deletion of the data. LTV.AI will comply with these requests in a timely manner. LTV.AI will include an unsubscribe mechanism in all promotional emails to ensure compliance with applicable laws. Upon receipt of a deletion request, LTV.AI will delete the pertinent customer data from its databases and confirm the deletion to the Customer.

PRIVACY

Both parties agree to comply with all laws and regulations applicable to such party or such party’s performance under this Agreement, including CAN-SPAM Act of 2003 and all obligations with respect to the retention and updating of unsubscribe records. Both parties agree to comply with all applicable privacy and data protection laws, comply with applicable industry self-regulatory obligations, such as the NAI, eDAA, and Digital Advertising Alliance (“DAA”) Code located at http://www.aboutads.info/, as well as laws and regulations applicable to the protection of personally identifiable information, privacy, credit information and sensitive data, and all other relevant local, state, and federal laws.

CONFIDENTIALITY

During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services, or other confidential or proprietary information (collectively, “Confidential Information”) in whatever form (written, oral or visual) that is furnished or made available to the Receiving Party by or on behalf of the Disclosing Party that (a) if in tangible form, the Disclosing Party has labeled in writing as proprietary or confidential, (b) if in oral or visual form, the Disclosing Party has identified as proprietary or confidential at the time of disclosure, or (c) is of a character that is commonly and reasonably regarded as confidential and/or proprietary. For the avoidance of doubt, all customer data will be treated as strictly confidential.{' '}

The confidentiality obligations set forth in this section will not apply to any information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) the Receiving Party can prove, by clear and convincing evidence, was already known to the Receiving Party without restriction at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly (to the extent legally permitted) notifies the Disclosing Party in writing of such required disclosure and reasonably cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

Any breach or threatened or attempted breach of this Section 10 may result in immediate, irreparable harm for which monetary damages would be an inadequate remedy. If a court of competent jurisdiction finds that the Receiving Party has breached (or attempted or threatened to breach) any of the obligations set forth in this Section 10, the Receiving Party agrees that, without any additional findings of irreparable injury or other conditions to injunctive relief, it will not oppose the entry of an appropriate order compelling its performance and restraining it from any further breaches (or attempted or threatened breaches).

REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Both parties each represents and warrants that: (i) it has full corporate right, power, and authority to enter into this Agreement and (ii) the execution of this Agreement by and the performance of its obligations and duties hereunder do not and will not violate any agreement to which it is a party or is otherwise bound.

LIABILITIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER LTV.AI NOR ANY OF ITS AFFILIATES, SUBCONTRACTORS, LICENSORS, VENDORS OR SUPPLIERS, NOR ANY OF ITS THIRD PARTY PARTNERS, SHALL BE LIABLE TO CUSTOMER OR ANY OTHER THIRD PARTY FOR LOST REVENUES, LOST PROFITS OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES ARISING FROM CUSTOMER’S OR ANY OTHER THIRD PARTY’S USE OF OR INABILITY TO USE THE SERVICES INCLUDING, BUT NOT LIMITED TO, LOSS OF TECHNOLOGY, LOSS OF DATA OR INTERRUPTION OR LOSS OF USE DAMAGES. THE MAXIMUM AGGREGATE LIABILITY OF LTV.AI, ITS LICENSORS AND VENDORS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL NOT EXCEED THE ACTUAL FEES PAID BY CUSTOMER FOR THE SERVICE FOR THE TWELVE MONTH (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.

MARKETING

Customer agrees that LTV.AI may refer to Customer by name, logo and trademark in LTV.AI’s marketing materials.

GOVERNING LAW AND VENUE

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.

SEVERABILITY

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

DISPUTE RESOLUTION

Any dispute arising from this Agreement shall be resolved through negotiation between the parties, and if this fails, through arbitration under the rules of the American Arbitration Association.

INDEPENDENT CONTRACTOR RELATIONSHIP

Each party’s relationship to the other party is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other.